8-K: Current report filing
Published on July 21, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition |
Clear Channel Outdoor Holdings, Inc. (the “Company”) expects cash and cash equivalents to be approximately $650 million as of June 30, 2020. This amount includes the proceeds from the sale of Clear Media Limited.
This expected cash balance, combined with the amendment to the Company’s credit agreement announced in June and the Company’s successful cost savings initiatives, support the Company’s efforts to manage through the current macroeconomic environment.
To the extent the information in Item 7.01 or Exhibit 99.1 relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.
| Item 7.01 | Regulation FD Disclosure. |
On July 21, 2020, Clear Channel International B.V. (“Clear Channel International”), an indirect wholly-owned subsidiary of the Company, distributed a confidential preliminary offering circular dated July 21, 2020 (the “Offering Circular”) relating to the proposed offering (the “Proposed Offering”) of $350 million aggregate principal amount of Clear Channel International’s Senior Secured Notes due 2025 to be offered and sold only to qualified institutional buyers in an unregistered offering in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1 attached hereto, the following sections of the Offering Circular:
| • | Excerpts from “Offering Circular Summary”; |
| • | “Offering Circular Summary—Impact of the COVID-19 Pandemic”; |
| • | “Offering Circular Summary—Recent Developments”; |
| • | “Offering Circular Summary—Summary Historical Consolidated Financial Data”; |
| • | “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
| • | “Unaudited Consolidated Financial Statements”; and |
| • | “Audited Consolidated Financial Statements.” |
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events. |
On July 21, 2020, the Company issued a press release announcing the launch of the Proposed Offering. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 attached hereto and is incorporated by reference herein.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. Any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about the Company’s expected cash and cash equivalents, are forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Risks and uncertainties include the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description |
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| 99.1 | Sections of Clear Channel International B.V.’s confidential preliminary offering circular, dated July 21, 2020 | |
| 99.2 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on July 21, 2020 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||||
| Date: July 21, 2020 | By: | /s/ Brian D. Coleman |
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| Brian D. Coleman | ||||||
| Chief Financial Officer and Treasurer | ||||||